Terms & Conditions

Last Updated and Effective Date: June 16, 2025

STADIUMATCH™ Terms of Service

Last Updated: June 23, 2025

These Terms of Service (“Terms”) are a legal agreement between Stadiumatch, Inc. (“Stadiumatch,” “we,” “us” or “our”) and the user (“you,” “your,” “yours” or “user”) that govern the use of the websites, applications, and related offerings from Stadiumatch as generally described at https://www.stadiumatch.com (collectively, the “Stadiumatch Platform”). By registering for, accessing, or using any portion of the Stadiumatch Platform, or by selecting “I agree” or “I accept” or making a similar indication of assent when presented with these Terms electronically, you are accepting and agreeing to be bound by these Terms. Please read these Terms carefully before proceeding, including the Arbitration Agreement at Section 12. If you are not eligible for the Stadiumatch Platform, or if you do not agree to these Terms, then you do not have permission to use the Stadiumatch Platform.

Table of Contents:

1. Registration, Eligibility and Users

2. Seller Terms

3. Buyer Terms

4. Payment Terms

5. General Platform Terms

6. Confidentiality

7. Term and Termination

8. Warranty Disclaimer

9. Indemnification

10. Limitation of Liability

11. Complaints; Disputes

12. Arbitration Agreement

13. Miscellaneous

14. Stripe Payment Rider

1. Registration, Eligibility and Users

Registration. Any individual registering for the Stadiumatch Platform (or otherwise purporting to accept these Terms) for or in the name of a company or other entity represents and warrants that he or she is authorized and intends by those actions to bind that company or other entity, as the user, to these Terms.
Eligibility. To be eligible to use the Stadiumatch Platform: (a) you must have the power, right, and capacity to form and be bound legally by a contract with us; (b) you must be at least 18 years old; (c) you must not have previously been suspended or removed from the Stadiumatch Platform; (d) your registration for and use of the Stadiumatch Platform must comply with all applicable laws and regulations; and (e) you must provide complete and accurate information about yourself for purposes of “know-your-customer” requirements. You represent and warrant that you meet these eligibility criteria. If you become ineligible, you must immediately stop using the Stadiumatch Platform.
Users. The Stadiumatch Platform is a digital marketplace that enables users to publish, sell, search for, and purchase certain promotional advertising opportunities at venues and/or events (each, a “Promotional Opportunity”), which Promotional Opportunities may involve the display of signage or other printed materials and announcements (e.g., live event audio announcements) at such venues and/or events. Users who publish and sell Promotional Opportunities are “Sellers” and users who search for and purchase Promotional Opportunities are “Buyers.” Each Promotional Opportunity shall have a defined duration (the “Promotion Term”).

2. Seller Terms

The following terms in this section apply to Sellers.

Promotional Opportunities. Verified Sellers may use the Stadiumatch Platform in accordance with these Terms to view market data and/or to publish and sell Promotional Opportunities. You (as a Seller) represent and warrant that the information provided by you to the Stadiumatch Platform, including in relation to Promotional Opportunities, is truthful and not deceptive or misleading. You understand that you have complete discretion whether and when to provide a Promotional Opportunity, and at what price and on what terms to offer them within the Stadiumatch Platform and in accordance with these Terms.
Agreed Promotions. Seller may, using the Stadiumatch Platform, remove a Promotional Opportunity at any time up until a Promotional Opportunity has been selected and agreed to by a Buyer and accepted by Seller (an “Agreed Promotion”). Once you have entered into an Agreed Promotion, you are also agreeing to pay applicable fees like Stadiumatch’s service fee, payment processing fees, and applicable taxes for each booking. Stadiumatch will deduct amounts you owe from your payout unless we and you agree to a different method.
Promotion Fulfillment Obligations. You will be able to view Offers from Buyers with respect to your Promotional Opportunities, which you may either accept or reject within seven days after the Offer (or such other timeframe indicated on the Stadiumatch Platform) or until sooner withdrawn by the applicable Buyer. Failure to timely accept an Offer will constitute a rejection. For each Agreed Promotion you agree to (i) Stadiumatch’s use of a third-party fulfillment partner relating to the manufacture and delivery of applicable Agreed Promotion materials and (ii) provide all necessary shipping information and to otherwise use all necessary efforts to promptly assemble and display or otherwise fulfill the applicable Agreed Promotion (as advertised). When you enter into an Agreed Promotion, you are entering into a contract directly with the Buyer, and are responsible for fulfilling your obligations under the terms and at the price specified in the terms of your Agreed Promotion. You represent and warrant that you have all rights necessary to fulfill your obligations under an Agreed Promotion, including any required permits, landlord consents, or event permissions.
Verification. You agree to provide us with all reasonably requested information in order to verify you (e.g., your eligibility), any Promotional Opportunity (e.g., evidence of venue and rights to display advertising therein), and the fulfillment of your obligations hereunder with respect to Agreed Promotions. We may, in our sole discretion and for any reason, reject any Promotional Opportunity. In addition, we may withhold payment to you pending our satisfactory verification that you have completed your obligations in relation to Agreed Promotions under these Terms.

3. Buyer Terms

The following terms in this section apply to Buyers.

Promotions. Verified Buyers may use the Stadiumatch Platform in accordance with these Terms to view, make offers on, and purchase Promotional Opportunities made available by Sellers through the Stadiumatch Platform.
Offers. You (as a Buyer) may make offers to purchase Promotional Opportunities through the Stadiumatch Platform (each, an “Offer”). You understand that you have complete discretion whether and when to make an Offer, and at what price and on what terms to make an Offer. The applicable Seller may, within seven days after the Offer date (or such other timeframe indicated in the Stadiumatch Platform) or before your sooner withdrawal of the Offer, accept or reject your Offer. Seller’s failure to timely accept your Offer will constitute rejection. You may not withdraw an Offer once accepted by Seller in accordance with these Terms. We may provide you the opportunity to leave a message for the applicable Seller in connection with your Offer, but you will otherwise not have the ability to communicate with any Seller through the Stadiumatch Platform. You represent and warrant that the information provided by you in any such message to Sellers through the Stadiumatch Platform is truthful and not deceptive or misleading.
Promotion Fulfillment Obligations. When you enter into an Agreed Promotion, you are entering into a contract directly with the Seller, and you agree to make the payment per your Offer in accordance with these Terms and provide all necessary information and materials reasonably requested by us to fulfill the Agreed Promotion. You agree to Stadiumatch’s use of a third-party fulfillment partner relating to the manufacture and delivery of Agreed Promotion materials.
License. You hereby grant Stadiumatch, and each applicable Seller during an applicable Promotion Term, a worldwide, revocable, non-exclusive, royalty-free, sublicensable license under your intellectual property rights to reproduce, distribute, and display any trademark, trade name, or other materials (collectively, the “Marks”) provided by you to fulfill an Agreed Promotion in connection with the manufacture, distribution, and display of the Marks as contemplated under these Terms. Any goodwill accruing from use of the Marks will inure solely to Buyer’s benefit. We will not contest your ownership of the Marks and agree not to modify the Marks except as authorized by you to fulfill the Agreed Promotions hereunder. You represent and warrant that you have all rights necessary to grant the license to the Marks herein.

4. Payment Terms

Payment Processor. You acknowledge and agree that payments made through the Stadiumatch Platform will be fulfilled through Stadiumatch’s designated third-party payments processor (the “Payments Processor”), which Stadiumatch may change at any time upon reasonable notice to you. You agree to maintain accurate, current, and complete billing information, and to promptly update your information in the Stadiumatch Platform with any changes to your payment method. Buyer hereby authorizes the Payments Processor to charge or debit (as applicable) Buyer’s designated payment method those amounts for Buyer’s completed purchases through the Stadiumatch Platform, and shall ensure that sufficient funds or credit are available in Buyer’s designated account to cover such charges or debits. Seller agrees to accept and receive applicable payments hereunder through such Payments Processor. You also hereby agree to be bound by any required terms and conditions of the Payments Processor, which, as of the date of these Terms, include the terms located at https://stripe.com/legal/ssa, https://stripe.com/legal/connect-account, and the Stripe Payment Rider located at Section 14, and agree to provide (and, where applicable, authorize Stadiumatch to provide) the necessary information to the Payments Processor in order to effectuate payments to be transacted through the Stadiumatch Platform. Stadiumatch agrees to provide all necessary notifications from the Payments Processor as well as support for your use of the Payments Processor’s services in connection with the Stadiumatch Platform. You authorize the Payments Processor to make any applicable IRS Form 1099 filings on your behalf for transactions made through the Payments Processor, but you otherwise remain responsible for all of your tax reporting obligations. You acknowledge and agree that Stadiumatch will have no responsibility for any suspension or termination by the Payments Processor of its services. If the Payments Processor suspends or terminates such services for reasons other than your fault, Stadiumatch will cooperate in good faith with you to transition to an alternate payments process. In any case, however, Buyer (rather than Stadiumatch or the Payments Processor) has ultimate responsibility for honoring any payment commitments it makes through the Stadiumatch Platform, and Buyer agrees that Seller (as applicable) is an express third-party beneficiary of Buyer’s payment obligations pertaining to such Seller under these Terms.
Payments. Of the amounts collected for each completed purchase of a Promotional Opportunity through the Stadiumatch Platform, applicable percentages or amounts disclosed to users will be disbursed to (i) Seller, (ii) Stadiumatch, (iii) Payments Processor, and (iv) Stadiumatch’s designated fulfillment partner. Amounts paid through the Stadiumatch Platform are non-refundable. Stadiumatch reserves the right to change such percentages at any time prior to any Promotional Opportunity becoming an Agreed Promotion, and will provide notice to applicable Buyers and Sellers of any such changes.
Taxes. As a Seller, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, income, or other taxes.

5. General Platform Terms

Access. Subject to these Terms, you may register and use an online Stadiumatch account (the “Account”). You are responsible for obtaining and maintaining any equipment and ancillary services (such as internet access) needed to connect to, access or otherwise use the Stadiumatch Platform. You are also responsible for maintaining the security of such equipment and your Account, and for all uses of your Account (with or without your knowledge or consent). We reserve the right to suspend, modify or discontinue all or any portion or features of the Stadiumatch Platform at any time, temporarily or permanently, without notice or liability to you.
Promotion Modifications. Buyers and Sellers are responsible for any modifications to any Promotional Opportunity or Agreed Promotion via the Stadiumatch Platform, or modifications they direct Stadiumatch to make on their behalf, and agree to pay any additional amounts, fees, and taxes associated with such modifications.
Appropriate Use. You represent and warrant that you are an actual user of the Stadiumatch Platform (whether as a Seller or Buyer, as applicable). You agree to use the Stadiumatch Platform only in compliance with our relevant published policies then in effect, all applicable laws, regulations, and governmental guidance (including the FTC’s “truth-in-advertising” laws), and the rights of others. We may prohibit any use of the Stadiumatch Platform that we believe may be (or alleged to be) in violation of this Section or these Terms.
Privacy. You acknowledge and agree that we may use and share information that you provide to us through your registration and use of the Stadiumatch Platform to enable use of the Stadiumatch Platform by Sellers and Buyers and as otherwise permitted in our Privacy Policy available at https://www.stadiumatch.com. Further, you agree that we may collect and analyze data and other information relating to your use of the Stadiumatch Platform (such as through the use of cookies and other tracking technologies), and that we will be free to (a) use such data and information to improve and enhance the Stadiumatch Platform, and (b) disclose such data as necessary to provide the services of the Stadiumatch Platform. Stadiumatch implements commercially reasonable security measures to protect information you provide to us through the Stadiumatch Platform from unauthorized use or disclosure.
Intellectual Property. Stadiumatch owns all right, title and interest in and to the Stadiumatch Platform, including any Software, applications, inventions, and other technology developed or provided in connection with the Stadiumatch Platform. You have no rights or licenses to the Stadiumatch Platform or Stadiumatch’s other intellectual property except as expressly granted under these Terms. You agree that Stadiumatch may freely use, without providing compensation or recognition of any kind, any feedback or suggestions or ideas you may provide for modifying or improving the Stadiumatch Platform.
Restrictions. You will not, and will not allow any person to, directly or indirectly:
1. access or use the Stadiumatch Platform via any interface other than the interface(s) provided or specified by Stadiumatch;
2. access or use the Stadiumatch Platform for any fraudulent, deceptive, or unlawful purpose, or for purposes of monitoring the availability, performance or functionality of the Stadiumatch Platform, or to develop any similar or competing solution, or for any other benchmarking or competitive purposes;
3. tamper with, breach, or attempt to circumvent the security or authentication measures of the Stadiumatch Platform, including other Stadiumatch Platform accounts;
4. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Stadiumatch Platform or any software, documentation or data related to the Stadiumatch Platform (“Software”);
5. modify, translate, or create derivative works based on the Stadiumatch Platform or any Software;
6. lease, distribute, sublicense, sell or otherwise commercially exploit the Stadiumatch Platform (except as expressly authorized under these Terms) or use or permit use of the Stadiumatch Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;
7. upload or otherwise introduce to the Stadiumatch Platform or our systems any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; or
8. remove or obscure any proprietary notices or labels contained in or displayed by the Stadiumatch Platform.

6. Confidentiality

Your use of the Stadiumatch Platform gives you access to confidential and non-public business, technical, personal, and financial information relating to Stadiumatch’s business, including information about and furnished by Sellers and Buyers, such as Promotions and pricing (collectively, “Confidential Information”). You agree to protect such Confidential Information from unauthorized access or disclosure, and not to use or divulge to any third person such Confidential Information except as expressly permitted by the provider thereof in connection with your authorized use of the Platform.

7. Term and Termination

These Terms are effective when you select “I agree” or “I accept” or make a similar indication of assent when presented with these Terms electronically, and will continue until terminated. Either Stadiumatch or you may terminate these Terms at any time. Upon termination, any Promotional Opportunity will be immediately cancelled, but termination will not affect any Agreed Promotions until obligations applicable thereto are fulfilled. Further, you will have limited Account access for 30 days after termination in order to access the accounting dashboard in your Account; thereafter, availability of information in your Account, or access to your Account, is not guaranteed. Sections 5.4, 5.5, 5.6, and 6 through 13 (inclusive) will survive termination of these Terms, as well as any other provision that by its nature is intended to survive termination.

8. Warranty Disclaimer

STADIUMATCH does not warrant the accuracy or availability of any Promotional Opportunity or Offer, nor that your use of the Stadiumatch Platform will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Stadiumatch Platform. THE STADIUMATCH PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” AND STADIUMATCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Indemnification

You agree to defend, indemnify, and hold harmless Stadiumatch, its affiliates, and its and their licensors, service providers, employees, agents, officers, and directors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Stadiumatch Platform, including as pertains to any claims you may have against another user of the Stadiumatch Platform in connection with a Promotional Opportunity.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL STADIUMATCH, ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE STADIUMATCH PLATFORM, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL STADIUMATCH’S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS EXCEED THE AMOUNTS RECEIVED BY STADIUMATCH FOR THE APPLICABLE PROMOTIONAL OPPORTUNITY INVOLVED IN ANY RELEVANT CLAIM. NO CLAIM, REGARDLESS OF FORM, WHICH IN ANY WAY ARISES OUT OF THESE TERMS MAY BE MADE OR BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO YOU. These limitations of liability and damages are fundamental elements of the agreement between you and Stadiumatch. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

11. Complaints; Disputes

User Complaints; Review and Reporting. If you use any feature of the Stadiumatch Platform to provide user reviews or to report on malicious activity or a violation of these Terms by another user, you agree that such reviews or reports will be honest, based on your own experience, and will not contain racist or sexist content, content which is otherwise offensive, content which condescends certain people or groups, copyrighted material, unlawful content, any personal information or any information which you know to be inaccurate or false. We reserve the right to remove reviews or reports which do not comply with these guidelines and may ban you from leaving future reviews. Stadiumatch will use commercially reasonably efforts to resolve any verified complaint you may have regarding another user of the Stadiumatch Platform.
Stadiumatch’s Role.
1. We provide users access to use a platform that enables users to (as applicable) publish, offer, search for, and book Promotional Opportunities. Your relationship with Stadiumatch is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Stadiumatch. We do not and cannot control the conduct of our users and we do not direct or control the completion of an Agreed Promotion. We are not a party to, or liable under, any contracts formed between our users (such as between a Buyer and Seller) in connection with a Promotional Opportunity. We do not guarantee that any advertisement will be displayed, will achieve a minimum number of impressions, will reach a particular audience, or will run on a particular schedule.
2. You acknowledge that Stadiumatch has the right, but does not have any obligation, to monitor the use of the Stadiumatch Platform and verify information provided by our users. Users agree to cooperate with and assist Stadiumatch in good faith, and to provide us with such information and take such actions as may be reasonably requested by us with respect to any investigation undertaken by us regarding the use or abuse of the Stadiumatch Platform.
Dispute Resolution. We encourage you to contact us at support@stadiumatch.com if you have concerns or complaints about your use of the Stadiumatch Platform. Generally, complaints can be satisfactorily resolved in this way. In the unlikely event that you are not able to resolve your concerns informally, you and Stadiumatch each agree to resolve all disputes through binding arbitration or a small claims court rather than lawsuits in courts of general jurisdiction, jury trials, or class actions. Arbitration is more informal than a lawsuit. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. Arbitrators can award the same damages and individual relief affecting individual parties that a court can award, including an award of attorneys’ fees if the law allows. In addition, under certain circumstances (as explained below), we will pay you more than the amount of the arbitrator’s award if the arbitrator awards you an amount that is greater than what we have offered you to settle the dispute.

12. Arbitration Agreement

Claims Subject to Arbitration.
1. You and Stadiumatch agree to arbitrate all disputes and claims between us that arise out of, relate to, or are associated with the services provided by Stadiumatch through the Stadiumatch Platform. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to, all claims arising out of or relating to any aspect of our relationship, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that arose either before or during this or any prior agreement, or that may arise after termination of these Terms, including claims over marketing or communications by or on behalf of Stadiumatch or claims involving the security, transfer, or use of data about you. It also includes claims that currently are the subject of class action or purported class action litigation in which you are not a member of a certified class. References to “Stadiumatch,” “you,” and “us” include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future subsidiaries, affiliates, agents, employees, and all authorized or unauthorized users or beneficiaries of the Stadiumatch Platform under this or prior agreements between us.
2. Notwithstanding the foregoing agreement, Stadiumatch agrees that it will not use arbitration to initiate debt collection against you except in response to claims you have made in arbitration. In addition, by agreeing to resolve disputes through arbitration, you and Stadiumatch each agree to unconditionally waive the right to a trial by jury or to participate in a class action, representative proceeding, or private attorney general action. Instead of arbitration, either party may bring an individual action seeking only individualized relief in a small claims court for disputes or claims that are within the scope of the small claims court’s authority, so long as the action remains in that court and is not removed or appealed to a court of general jurisdiction. (If these limitations on removal or appeal of small claims court actions are unenforceable, the dispute instead shall be arbitrated.) In addition, you may bring any issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.
3. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms.
Pre-Arbitration Notice of Dispute and Informal Settlement Conference.
1. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Stadiumatch should be sent to Stadiumatch electronically at support@stadiumatch.com (“Notice Email Address”). The Notice must include, at minimum: (1) your name, mailing address, telephone number at which you can be reached, and e-mail address (if any); (2) any unique identifier Stadiumatch provided; (3) a description of the nature and basis of the claim or dispute; (4) an explanation of the specific relief sought; (5) your signature; and (6) if you have retained an attorney, your signed statement authorizing Stadiumatch to disclose your confidential account records to your attorney if necessary in resolving your claim. A Notice is not complete until all of the information required by (1)-(6) has been received by the other party (“Notice Completion Date”).
2. After the Notice Completion Date, either party may request a conference within 60 days to discuss informal resolution of the dispute (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and a Stadiumatch representative must both personally participate in a good-faith effort to settle the dispute without the need to proceed with arbitration. Any counsel representing you or Stadiumatch also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and Stadiumatch agree in writing.
3. Any applicable statute of limitations will be tolled during the “Informal Resolution Period,” which is defined as the period between the Notice Completion Date and the later of (i) 60 days after the Notice Completion Date; or (ii) if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference.
Commencing Arbitration. An arbitration may be commenced only if you and Stadiumatch do not reach an agreement to resolve the claim during the Informal Resolution Period. A court will have the power to enforce this Section 12.3, including the power to enjoin the filing or prosecution of arbitrations without first providing a fully complete Notice and participating in a timely requested Informal Settlement Conference. Unless prohibited by applicable law, the arbitration administrator shall not accept or administer any arbitration or assess any arbitration fees unless the claimant has complied with the Notice and Informal Settlement Conference requirements of Section 12.2.
Arbitration Procedure.
1. The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by the terms of these Terms, and will be administered by the AAA. (If the AAA is not available or unwilling to administer arbitrations consistent with this arbitration agreement, another arbitration administrator shall be selected by the parties or, if the parties cannot agree on a provider, by the court.) The AAA Rules and fee information is available from the AAA online at https://www.adr.org.
2. The arbitrator shall be a lawyer with at least 10 years’ experience or a retired judge. The arbitrator is bound by the terms of this arbitration agreement. All issues are for the arbitrator to decide, except that a court must decide issues relating to whether claims can or must be arbitrated, as well as other issues that this arbitration agreement specifies that a court shall decide. The arbitrator may consider rulings in other arbitrations involving other claimants, but an arbitrator’s ruling will not be binding in proceedings involving different claimants. If your claim is for $25,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or through a telephonic, videoconference, or an in-person hearing as established by the AAA Rules. If your claim exceeds $25,000, the right to a hearing will be determined by the AAA Rules. Unless you and Stadiumatch agree otherwise, any in-person hearings will take place at a location that the AAA selects in the state of your primary residence. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as specified in Section 12.7 below, the arbitrator can award the same damages and relief that a court can award under applicable law.
Arbitration Fees. If Stadiumatch initiates arbitration, Stadiumatch will pay all AAA filing, administration, case-management, hearing, and arbitrator fees. If you wish to initiate arbitration, the AAA will govern the payment of these fees unless applicable law requires a different allocation of fees in order for this arbitration agreement to be enforceable. If you are unable to pay your share of the AAA fees, Stadiumatch will consider a request to pay them on your behalf, so long as you have fully complied with the requirements in Sections 12.2, 12.3, and 12.8 for any arbitration you initiated.
Alternative Payment. If you have fully complied with the requirements in Sections 12.2, 12.3, and 12.8 and the arbitrator issues an award in your favor that is greater than the value of Stadiumatch’s last written settlement offer made before an arbitrator was selected (or awards you any relief if Stadiumatch did not make you a settlement offer), then Stadiumatch will pay you $1,000 in lieu of any smaller award (the “Alternative Payment”). The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of attorneys’ fees, expenses, and the Alternative Payment at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrators’ ruling on the merits. In assessing whether you are entitled to the Alternative Payment, the arbitrator shall not consider amounts offered for or awarded in attorneys’ fees or costs.
Requirement of Individual Arbitration. You and Stadiumatch agree to seek, and further agree that the arbitrator may award, only such relief, whether relief in the form of damages, an injunction, or other non-monetary relief as is necessary to resolve any individual injury that either you or Stadiumatch have suffered or may suffer. In particular, if either you or Stadiumatch seeks any nonmonetary relief, including injunctive or declaratory relief, the arbitrator may award relief on an individual basis only, and may not award relief that affects individuals or entities other than you or Stadiumatch. YOU AND STADIUMATCH AGREE THAT WE EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. FURTHERMORE, UNLESS BOTH YOU AND STADIUMATCH AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. If, after exhaustion of all appeals, any of these prohibitions on non-individualized relief; class, representative, and private attorney general claims; and consolidation is found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief), then the parties agree that such claim or request for relief shall be decided by a court after all other claims and requests for relief are arbitrated.
Mass Filings. If 25 or more claimants submit Notices raising similar claims and are represented by the same or coordinated counsel, all of the cases must be resolved in arbitration in stages using staged bellwether proceedings if they are not resolved prior to arbitration as set forth above in Section 12.2. The parties agree that the individual resolution of claims in arbitration might be delayed if the claims are pursued in connection with 25 or more similar claims. In the first stage, the parties shall each select up to 10 cases per side (20 cases total) to be filed in arbitration and resolved individually in accordance with this arbitration agreement, with each case assigned to a separate arbitrator. In the meantime, no other cases may be filed in arbitration, and the AAA or other arbitration administrator shall not accept, administer, nor demand payment for AAA fees or other fees for arbitrations commenced in violation of this Section. If the parties are unable to resolve the remaining cases after the conclusion of the first stage of bellwether proceedings, each side may select up to another 10 cases per side (20 cases total) to be filed in arbitration and resolved individually in accordance with this arbitration agreement, with each case assigned to a separate arbitrator. During this second stage, no other cases may be filed in arbitration, and the AAA or other arbitration administrator shall not accept, administer, nor demand payment for AAA fees or other fees for arbitrations commenced in violation of this Section. This process of staged bellwether proceedings shall continue until the parties are able to resolve all of the claims, either through settlement or arbitration. If these mass filing procedures apply to a claimant’s Notice, any statute of limitations applicable to the claims set forth in that Notice will be tolled from the time the first cases are selected for a bellwether proceeding until the claimant’s Notice is selected for a bellwether proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this Section, and, if necessary, to enjoin the filing or prosecution of arbitrations or the assessment or collection of AAA fees or other fees.
Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, you and Stadiumatch agree that if Stadiumatch makes any change to this arbitration provision during the period of time that you are using the Stadiumatch Platform (other than a change to the Notice Email Address), you may reject that change by providing Stadiumatch with written notice within 30 days of the change to the Notice Email Address and require Stadiumatch to adhere to the language in this arbitration agreement. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration agreement.
Opting Out of Arbitration. You may reject this arbitration agreement by sending an opt-out notice to the Notice Email Address (“Opt-Out Notice”). To be valid, an Opt-Out Notice must include: (1) your name, mailing address, telephone number at which you can be reached, and e-mail address (if any); (2) any unique identifier Stadiumatch provided; (3) a statement that you are opting out of this arbitration agreement, and Stadiumatch must receive the Opt-Out Notice within 30 days after the first day you used the Services or the Sites. If your Opt-Out Notice meets these requirements, this arbitration agreement will not apply to you. Rejecting this arbitration agreement will not affect your or Stadiumatch’s rights or responsibilities under any other agreement. Nor will rejecting this arbitration agreement affect any prior arbitration agreement between you and Stadiumatch.
Miscellaneous. Except as specified in Section 12.7, if any provision of this arbitration agreement is determined to be unenforceable, that provision should be severed and the rest of this arbitration agreement shall be enforced. This arbitration agreement is the complete agreement between you and Stadiumatch regarding the arbitration of disputes. If you do not opt out under Section 12.10, this arbitration agreement supersedes any prior or contemporaneous oral or written understandings on the subject except for claims covered by a prior arbitration agreement that are part of pending litigation or arbitration. Finally, you or Stadiumatch may recover attorneys’ fees and other expenses from the other party if you or Stadiumatch file a lawsuit in court and the non-filing party must file a motion to compel or other papers to enforce this arbitration agreement.

13. Miscellaneous

Governing Law. These Terms shall be governed by the laws of the State of New York, without giving effect to any laws, rules or provisions of New York that would cause the application of the laws, rules or provisions of any jurisdiction other than New York. This Section is only intended to specify the use of New York law to interpret these Terms and it does not create any other substantive right to non-New York residents to assert claims under New York law whether by statute, common law, or otherwise. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.
Assignment. You may not transfer or assign any right or obligation under these Terms without our prior written consent. We may transfer and assign any of our rights or obligations under these Terms without your consent.
Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Your use of certain features or aspects of the Stadiumatch Platform may be subject to additional terms and conditions, as specified by Stadiumatch from time to time. All such additional terms and conditions are incorporated by this reference into, and made a part of, these Terms as they relate to the corresponding features or aspects of the Stadiumatch Platform.
Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Waivers and Modifications. Our failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms be effective unless in writing signed by our authorized representative. Any effective waiver will not be a waiver of any subsequent breach or default. We may modify these Terms at any time and will provide notice to you via email of such modifications, which will be effective and binding upon you if you continue to use the Stadiumatch Platform after such notice.
No Support. You acknowledge that we are under no obligation to provide technical or other support for the Stadiumatch Platform. In instances where we choose to offer or provide support, the support will be subject to our applicable published policies, if any.
Consent to Electronic Communications. By using the Stadiumatch Platform, you consent to receiving electronic communications from us for Account management, advertising, and marketing purposes, and otherwise as described in our Privacy Policy available at https://www.stadiumatch.com. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

14. Stripe Payment Rider

NOTE: Capitalized terms not defined in this Stripe Payment Rider (“Rider”) have the meanings given in the Stripe Connected Account Agreement (“CAA”) or Stripe Services Agreement (“SSA”) located at https://stripe.com/legal/ssa. As used in this Rider, “Platform”, “we,” “us,” and “our” mean the Stadiumatch Platform, and “you” and “your” mean the person or entity opening or maintaining a Connected Account through the Platform.

Relationship with Stripe and Acceptance of Stripe Terms.
1. By onboarding through the Platform, you enter into a direct contract with Stripe under the CAA (which incorporates the SSA).
2. Stripe—not the Platform—provides payment processing and other regulated services. We are not a party to, and disclaim all liability under, the CAA/SSA.
3. If you are a Payout Recipient, Stripe does not provide any service directly to you, and you do not have a contractual or business relationship with Stripe. To the extent Stripe makes payouts to you, it does so on our behalf. To receive these payouts, you will not enter into a CAA.
Authorization and Data-Sharing.
1. You appoint us as your agent to (as necessary): (a) create or update your Connected Account; (b) transmit payment instructions (charges, refunds, dispute evidence); and (c) receive and exchange Connected Account Data with Stripe as needed to provide the Platform’s services.
2. You instruct Stripe to share your Connected Account Data with us and confirm you have all notices and consents required under applicable law.
3. If you are a Payout Recipient, you authorize us to complete a Stripe account application and enroll you as a Custom Account or an Express Account.
Your Ongoing Responsibilities.
1. You represent, warrant, and covenant that you:
  1. Have the right, power, and ability to enter into and perform under this Rider;
  2. Will provide true, accurate, and complete information to Stripe regarding your business, ownership, and regulatory status, and promptly update such information when it changes;
  3. Will comply with all applicable laws, Card-Network Rules, and Stripe policies;
  4. Will describe and deliver goods and/or services to your Customers accurately and on time; and
  5. Will maintain any permits or licenses your business requires.
Fees, Payouts, Negative Balances and Taxes.
1. Fees. Stripe’s standard or custom fees apply to each Transaction. You also authorize Stripe to deduct any Platform-service fees we disclose to you from your Payment Method.
2. Negative balances. You are financially liable for chargebacks, Reversals, fines, and associated costs. Stripe or we may set off such amounts against current or future payouts.
3. Taxes. You alone are responsible for determining, collecting, reporting, and remitting all taxes arising from your Activity.
Prohibited Activities, Fraud and Security.
1. You must not use the Stripe Services for any fraudulent, deceptive, or illegal purpose or for any activity with a Prohibited or Restricted Business.
2. If your implementation involves storing or transmitting un-tokenized card data, you must comply with PCI-DSS and any security standards Stripe publishes. If your integration relies solely on Stripe-hosted elements (e.g., Checkout, Payment Links), this subsection does not apply.
3. We or Stripe may suspend or terminate access to the Stripe Services without notice if we reasonably suspect prohibited conduct or undue risk.
Refunds, Chargebacks and Customer Service.
1. You are solely responsible for: (a) providing service to your Customers, (b) issuing refunds consistent with your policies and the law, (c) responding to chargebacks within required timeframes, and (d) supplying any legally-mandated consumer disclosures or receipts. Failure to do so may result in additional fees or fines that you must bear.
Suspension and Termination.
1. We may suspend or terminate this Rider or the Platform services immediately if:
  1. you breach this Rider, the CAA/SSA, or applicable law;
  2. Stripe instructs us to do so; or
  3. we or Stripe determine continued service would expose either party to unacceptable risk.
2. Upon termination, all licenses and authorizations hereunder end and outstanding payment obligations survive.

[End of Terms]